UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 26, 2012

 

 

EDGEWATER TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-20971   71-0788538

(State or other jurisdiction

of incorporation)

 

(Commission

File No.)

 

(IRS Employer

Identification No.)

200 Harvard Mill Square, Suite 210

Wakefield, Massachusetts 01880

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (781) 246-3343

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2-(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On September 26, 2012, the Company’s Compensation Committee approved for use under the Edgewater Technology, Inc. 2012 Omnibus Incentive Plan a form of non-qualified stock option agreement for executives. The form of option agreement describes, among other things, the methods of exercise for the options and the treatment of the options upon termination of service or upon a change in control. The description of the option form is qualified in its entirety by reference to the complete text of the option form, a copy of which is attached hereto as Exhibit 99.2 and incorporated herein by reference.

 

ITEM 8.01 OTHER EVENTS

On September 28, 2012, Edgewater Technology, Inc. (the “Company”) announced that its Board of Directors voted to 1) extend its common stock repurchase program through September 20, 2013 and 2) increase the current repurchase authorization by an additional $2.6 million (the “Extended Repurchase Program”). A copy of the press release issued by the Company concerning the Extended Repurchase Program is filed herewith as Exhibit 99.1 and is incorporated herein by reference in its entirety.

 

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

 

(d) Exhibits.

 

Exhibit
Number

  

Description of Exhibit

99.1    Edgewater Technology, Inc. Press Release dated September 28, 2012.
99.2    Form of Non-Qualified Stock Option Agreement (Executive) under the 2012 Omnibus Incentive Plan.

* * *


SIGNATURES:

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 28, 2012

 

EDGEWATER TECHNOLOGY, INC.
By:  

/s/ Timothy R. Oakes

Name: Timothy R. Oakes
Title: Chief Financial Officer
(Principal Financial and Accounting Officer)

Exhibit 99.1

 

LOGO

Edgewater Announces $2.6 Million Extension of Stock Repurchase Program

Wakefield, MA, September 28, 2012 – Edgewater Technology, Inc. (NASDAQ: EDGW), a leading consulting firm that brings a blend of business advisory and product-based consulting services to its clients, announced that its Board of Directors has approved an extension of the company’s stock repurchase program (the “Repurchase Program”) to September 20, 2013 (the “Extended Repurchase Program”).

The Repurchase Program, which was originally announced in December 2007 and subsequently amended, allowed for the repurchase of up to $13.5 million of the company’s common stock. The Extended Repurchase Program will increase the amount of the repurchase authorization by $2.6 million, from $13.5 million to $16.1 million. To date, Edgewater has repurchased approximately $11.1 million of its shares, leaving a remaining authorization of approximately $5.0 million.

Shirley Singleton, Edgewater’s chairman, president and CEO, commented: “We believe the extension of the stock repurchase program continues to represent an effective use of our cash and reflects the confidence we have in Edgewater’s financial strength. We continue to believe that this program demonstrates our confidence in generating positive cash flow and our ongoing commitment to increasing shareholder value.”

Under the Extended Repurchase Program, the company’s common stock may be purchased from time-to-time on the open market or through privately negotiated transactions. The timing and amount of the purchases will be based upon market conditions, securities law considerations and other factors. The Extended Repurchase Program does not obligate the company to acquire a specific number of shares in any period and may be modified, suspended, extended or discontinued at any time, without prior notice.

Repurchased common shares will be held as treasury shares, a portion of which may be used to satisfy Edgewater’s current and near-term requirements under its equity incentive and other benefit plans.

About Edgewater

Edgewater Technology, Inc. (NASDAQ: EDGW) is a strategic consulting firm delivering a blend of advisory and product-based services. Edgewater addresses the market both vertically by industry and horizontally by product and technology specialty, providing its client base with a wide range of business and technology solutions. As one of the largest IT consulting firms based in New England, the company works with clients to reduce costs, improve processes and increase revenue through the judicious use of technology. Edgewater’s brand names include Edgewater Technology, Edgewater Ranzal and Edgewater Fullscope. To learn more, please visit www.edgewater.com .

Company Contact:

Timothy R. Oakes

Chief Financial Officer

(781) 246-3343

Investor Relations:

Liolios Group, Inc.

Cody Slach

(949) 574-3860

EDGW@liolios.com

####

Exhibit 99.2

EDGEWATER TECHNOLOGY, INC.

2012 OMNIBUS INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AGREEMENT

(Executive)

THIS STOCK OPTION AGREEMENT (this “Agreement”) evidences a grant made on [TBD] (the “Date of Grant”), by Edgewater Technology, Inc., a Delaware corporation (the “Company”), to [Executive] (the “Grantee”), an employee of [ Insert Subsidiary Name ], a wholly-owned subsidiary of the Company (the “Subsidiary”), pursuant to and in accordance with the Edgewater Technology, Inc. 2012 Omnibus Incentive Plan (the “Plan”).

RECITALS

WHEREAS, the grant of the Option (as defined below) is being made pursuant to the terms, provisions and conditions of the Plan; and

WHEREAS, capitalized terms not otherwise defined herein, shall have the meanings ascribed thereto in the Plan.

AGREEMENT

NOW, THEREFORE , it is agreed by and between the parties as follows:

1. Grant of Stock Option . The Company hereby grants to the Grantee a non-qualified stock option (the “Option”) to purchase [Insert Amount] (XX,XXX) shares of common stock (the “Shares”) of the Company at a price of $ [TBD] per share in the manner and subject to the terms, provisions and conditions hereinafter provided.

2. Time of Exercise of the Option .

(a) Subject to Paragraph 2(b) below, the aforesaid Option may be exercised as follows:

[TBD]

(b) Unless otherwise determined by the committee established to administer the Plan (the “Committee”), in the event that the Grantee is a “covered employee” (as defined in Section 162(m)(3) of the Internal Revenue Code of 1986, as amended (the “Code”)), the Option shall not be exercisable by such Grantee in any taxable year to the extent that the exercise of the Option would cause the Grantee’s total compensation to exceed the limits for deductible compensation under Section 162(m) of the Code for the taxable year.

3. Method of Exercise .

(a) The Option shall be exercised by a written notice delivered in person, mailed electronically, or mailed by prepaid registered or certified mail, directed to the Secretary of the Company, at the Company’s principal place of business, specifying the number of Shares


to be exercised pursuant to the Option. Such notice shall include payment to the Company: (a) in cash, certified check, bank draft, wire transfer, or postal or express money order payable to the order of the Company, (b) by delivery of Shares held by the Grantee longer than six months, or (c) through a broker in accordance with Section 12.3 of the Plan and the procedures permitted by Regulation T of the Federal Reserve Board, for an amount equal to the Option price of such Shares and any income tax which may be required to be withheld pursuant to Section 12 of the Plan.

(b) Following exercise, the Grantee or permitted transferee under Paragraph 5 will receive the number of Shares as set forth in Paragraph 1, after adjustment for stock splits, stock dividends or other change of the value of the Option by the Company.

(c) Promptly following exercise of the Option, the Company shall issue such Shares to the Grantee or permitted transferee, provided that if any law or regulation requires the Company to take any action with respect to the Shares specified in such notice before the delivery thereof, then the date of such delivery shall be extended for the period necessary to take such action.

4. Termination of the Option .

(a) Termination without Cause . Upon termination of the Grantee’s employment with the Subsidiary for any reason other than “Cause” (as defined in the Plan), death, Disability (as defined in the Plan) or retirement, the Grantee may exercise the Option during the three (3) month period following such termination of employment, but only to the extent of the number of the Shares for which the Option was exercisable immediately prior to such termination of employment.

(b) Death or Disability . Upon termination of the Grantee’s employment with the Subsidiary on account of death or Disability, the Grantee may exercise the Option during the one year period following such termination of employment, but only to the extent of the number of the Shares for which the Option was exercisable immediately prior to such termination of employment.

(c) Retirement . Upon termination of the Grantee’s employment with the Subsidiary on account of retirement after attainment of age 65, the Grantee may exercise the Option in accordance with the original Option term following such termination of employment, but only to the extent of the number of the Shares for which the Option was exercisable immediately prior to such termination of employment.

(d) Cause . Upon termination of the Grantee’s employment with the Subsidiary for Cause, the Option shall immediately terminate.

(e) Violation of Non-Competition, Non-Solicitation, Confidentiality and/or Non-Disclosure Agreement. The Option shall immediately terminate upon the date the Grantee breaches the terms of any non-competition, non-solicitation, confidentiality and/or non-disclosure agreement to which he or she is a party with the Company and/or the Subsidiary.

 

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(f) [TBD], being [TBD] years from the Date of Grant.

Notwithstanding the foregoing, the Option shall not remain exercisable beyond its original term.

5. Rights Prior to Exercise of Option . This grant of the Option is non-transferable by the Grantee, except as provided in this Paragraph 5. In the event of the Grantee’s death, the Option may be exercised by the Grantee’s legal representative. The Grantee may also transfer the Option to the Grantee’s immediate family members, or such specified entity created for the exclusive benefit of the Grantee’s immediate family members, pursuant to such terms and conditions as determined by the Committee; provided, that the Grantee receives no consideration for the transfer of the Option and the transferred Option shall continue to be subject to the same terms and conditions as were applicable to the Option immediately before the transfer. Any Option holder shall have no rights as a stockholder with respect to the Option or the Shares subject to the Option.

6. Subject to the Plan . The Option shall be in all respects limited and conditioned as provided in the Plan. In addition, exercise of the Option shall be subject to the Grantee making any representations to such matters as the Board of Directors of the Company, in its discretion, may determine from time to time to be necessary or advisable to evidence compliance with the requirements of the Securities Act of 1933, as amended, or state or other securities laws, rules or regulations with respect to the registration or exemption from registration of any offer or sale of the Company’s securities pursuant to the Plan.

Neither this Agreement nor the Plan shall be construed as giving the Grantee any right to be retained in the employ of the Company and/or the Subsidiary and neither shall be construed as limiting in any way the Company’s and/or the Subsidiary’s right to terminate or change the terms of the Grantee’s employment.

The Company makes no representation regarding any tax consequences in connection with this Agreement and has not undertaken the obligation to minimize Grantee’s tax liability resulting from this Agreement.

7. Change in Control . Upon a Corporate Transaction (as defined in the Plan), the Option shall become 100% exercisable for a period of three (3) months following any such Corporate Transaction.

8. Non-Competition, Non-Solicitation, Confidentiality and/or Non-Disclosure . If the Grantee breaches any non-competition, non-solicitation, confidentiality and/or non-disclosure agreement in effect with the Company and/or the Subsidiary, then the Option shall immediately terminate, and the Company and/or the Subsidiary shall require that the Grantee pay to the Company (in Shares or cash) an amount equal to any Option gain arising from the exercise of the Option during the forfeiture period. The forfeiture period is the period beginning on the date that is six months before the Grantee’s termination of employment or service with the Company and its subsidiary and ending upon the termination of such non-competition agreement. The Option gain is the amount by which the Fair Market Value of the Shares on the date of the Committee’s determination (or the date of any earlier sale or other disposition of the Shares covered by the Option, if greater) exceeds the exercise price of the Option.

[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]

 

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IN WITNESS WHEREOF , the parties have caused this Agreement to be executed as of the date first written above.

 

EDGEWATER TECHNOLOGY, INC.
By:  

 

  [TBD], Chairman, President and Chief Executive Officer

 

ATTEST:

 

[TBD], Corporate Secretary

 

THE GRANTEE:
I accept the grant as set forth above and I understand the consequences of a violation of a non-competition, non-solicitation, confidentiality and/or non-disclosure agreement as set forth in Section 8 above.

 

[Employee]

 

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